09:45     CHAODA MODERN<00682> - Announcement & Resumption (3)                

    Issuer:        The Company.                                               
                                                                              
    the Notes:        US$225 million aggregate principal amount of 7.75%      
    Guaranteed Senior Notes due 2010.                                         
                                                                              
    Issue price:        98.985% of the principal amount of the Notes.         
                                                                              
    Term:         Five years from the date of issue of the Notes.             
                                                                              
    Maturity date:        8 February 2010                                     
                                                                              
    Interest:        The Notes will bear interest from and including 7        
    February 2005 at the rate of 7.75% per annum, payable semi-annually in    
    arrears.                                                                  
                                                                              
    Denomination:        The Notes will be issued in fully registered form,   
    without coupons, in denominations of US$1,000 of principal amount and     
    integral multiples of US$1,000 in excess thereof.                         
                                                                              
    Ranking:        The Notes are (i) general obligations of the Company;     
    (ii) senior in right of payment to any existing and future obligations    
    of the Company expressly subordinated in right of payment to the Notes;   
    (iii) at least pari passu in right of payment with all other unsecured,   
    unsubordinated Indebtedness (as defined in the Indenture) of the Company  
    (subject to any priority rights of such unsubordinated indebtedness       
    pursuant to applicable law); and (iv) guaranteed by the Subsidiary        
    Guarantors on a senior basis, subject to certain limitations prescribed   
    under the Indenture.                                                      
                                                                              
            After the pledge of the Collateral by the Company and the         
    Subsidiary Guarantor Pledgors and subject to certain limitations as       
    prescribed in the Indenture, the Notes will (i) be entitled to a first    
    priority lien on the Collateral (subject to any Permitted Liens (as       
    defined in the Indenture)); and (ii) rank effectively senior in right of  
    payment to unsecured obligations of the Company with respect to the       
    value of the Collateral pledged by the Company securing the Notes         
    (subject to any priority rights of such unsecured obligations pursuant    
    to applicable law).                                                       
                                                                              
    Subsidiary Guarantees:        Each of the Subsidiary Guarantors will      
    jointly and severally guarantee the due and punctual payment of the       
    principal of, premium, if any, and interest on, and all other amounts     
    payable under, the Notes. The initial Subsidiary Guarantors will be       
    limited to subsidiaries of the Company that do not have significant       
    operations, some of which also do not have significant assets. The        
    initial Subsidiary Guarantors will consist of Timor Enterprise Limited,   
    Chaoda Vegetable & Fruits Limited, Chaoda Vegetable & Fruits Trading      
    Limited, Worthy Year Investments Limited, Great Challenge Developments    
    Limited and Insight Decision Limited, each a wholly-owned subsidiary of   
    the Company.                                                              
                                                                              
            None of the Company's significant current operating or other      
    subsidiaries organised under the laws of the PRC will provide a           
    Subsidiary Guarantee upon issuance of the Notes or at any time in the     
    future. In addition, no future Restricted Subsidiary organised under the  
    laws of the PRC will provide a Subsidiary Guarantee in the future.        
                                                                              
            Any further Restricted Subsidiary (other than subsidiaries        
    organised under the laws of the PRC) will provide a guarantee of the      
    Notes immediately upon becoming a Restricted Subsidiary.                  
                                                                              
    Ranking of Subsidiary Guarantees:        The Subsidiary Guarantee of      
    each Subsidiary Guarantor (i) is a general obligation of such Subsidiary  
    Guarantor; (ii) is effectively subordinated to secured obligations of     
    such Subsidiary Guarantor, to the extent of the value of the assets       
    serving as security therefor; (iii) is senior in right of payment to all  
    future obligations of such Subsidiary Guarantor expressly subordinated    
    in right of payment to such Subsidiary Guarantee; and (iv) ranks at       
    least pari passu with all other unsecured, unsubordinated Indebtedness    
    (as defined in the Indenture) of such Subsidiary Guarantor (subject to    
    any priority rights of such unsubordinated Indebtedness (as defined in    
    the Indenture) pursuant to applicable law).                               
                                                                              
            After the pledge of the Collateral by the Company and the         
    Subsidiary Guarantor Pledgors and subject to certain limitations in the   
    Indenture, the Subsidiary Guarantee of each Subsidiary Guarantor Pledgor  
    (i) will be entitled to a first ranking security interest in the          
    Collateral pledged by such Subsidiary Guarantor Pledgor (subject to any   
    Permitted Liens (as defined in the Indenture)); and (ii) will rank        
    effectively senior in right of payment to the unsecured obligations of    
    such Subsidiary Guarantor Pledgor with respect to the value of the        
    Collateral securing such Subsidiary Guarantee (subject to any priority    
    rights of such unsecured obligations pursuant to applicable law).         
                                                                              
    Security to be granted:        The Company has agreed, for the benefit